GENERAL GUARANTEE AGREEMENT
Exhibit 99(a)
GENERAL
GUARANTEE AGREEMENT, dated January 4, 1999 (the
“Guarantee”), by American Home Assurance Company, a New
York corporation (the “Guarantor”) in favor of each
party (individually, a “Party” and collectively,
“Parties”) insured under policies issued by First
SunAmerica Life Insurance Company, a New York corporation (the
“Company”).
1.
Guarantee. For value received, and to induce Parties to purchase
insurance from the Company, the Guarantor unconditionally and
irrevocably guarantees to each Party, its successors, endorsees and
assigns, the prompt payment when due of all present and future
obligations and liabilities of any kind whatsoever of the Company to
such Party arising from policies of insurance issued by the Company,
including but not limited to payments for claims, losses and return
premiums whether due or to become due, secured or unsecured, absolute
or contingent, joint or several (the “Obligations”).
2.
Nature of Guarantee. The Guarantor’s obligations
hereunder with respect to any Obligation shall not be affected by the
existence, validity, enforceability, perfection or extent of any
collateral for such Obligation. No Party shall be obligated to file
any claim relating to the Obligations owing to it in the event that
the Company becomes subject to a bankruptcy, reorganization or
similar proceeding, and the failure of any Party to so file shall not
affect the Guarantor’s obligations hereunder. In the event that
any payment to any Party in respect to any Obligations is rescinded
or must otherwise be returned for any reason whatsoever, the
Guarantor shall remain liable hereunder in respect to such Obligations
as if such payment had not been made. The Guarantor reserves the
right to assert defenses which the Company may have to payment of any
Obligation other than defenses arising from the bankruptcy or
insolvency of the Company and other defenses expressly waived
hereby.
3.
Consents, Waivers and Renewals. The Guarantor agrees that a
Party may at any time and from time to time, either before or after
the maturity thereof, without notice to or further consent of the
Guarantor extend the time of payment of, exchange or surrender any
collateral for, or renew any of the Obligations owing to it, and may
also make any agreement with the Company or with any other party to
or person liable on any of the Obligations, or interested therein, for
the extension, renewal, payment, compromise, discharge or release
thereof, in whole or in
part, or
for any modification of the terms thereof or of any agreement between
such Party and the Company or any of such other party or person,
without in any way impairing or affecting this Guarantee. The
Guarantor agrees that a Party may resort to the Guarantor for payment
of any of the Obligations, whether or not the Party shall have
resorted to any collateral security, or shall have
proceeded against any other obligor principally or secondarily obligated
with respect to any of the Obligations.
4. Expenses. The
Guarantor agrees to pay on demand all out-of-pocket expenses
(including the reasonable fees and expenses of its counsel) in any
way relating to the enforcement or protection of the rights of a
Party hereunder; provided, that the Guarantor shall not be liable for
any expenses of a Party if no payment under this Guarantee is due.
5. Subrogation. Upon
payment of all the Obligations owing to any Party, the Guarantor shall
be subrogated to the rights of such Party against the Company, and
such Party agrees to take at the Guarantor’s expense such steps
as the Guarantor may reasonably request to implement such subrogation.
6. Third-Party
Beneficiary Contract. The Guarantor hereby
acknowledges that Parties insured under policies issued by the
Company prior to the termination of the Guarantee are intended
third-party beneficiaries of the Guarantee who may enforce this
Guarantee directly against the Guarantor.
7. Termination. This
Guarantee may be terminated after 30 days notice given by the
Guarantor by publication in The Wall Street Journal;
provided, however, that in the event that a Party has
requested, by written notice to the Secretary of the Guarantor at
00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, prior to the
date of such publication, that such Party be given notice of any
termination of this Guarantee (specifying the address to which such
notice to the Party shall be sent), this Guarantee shall remain in
full force and effect with respect to such Party until receipt by
such Party of written notice of termination in accordance with such
request. Notwithstanding the foregoing sentence, this Guarantee shall
remain in full force and effect with respect to Obligations of the
Company outstanding or contracted or committed for (whether or not
outstanding) prior to the 30th day after publication of notice
of such termination in The Wall Street Journal, or, in the
event that a Party has requested notice of termination as provided
above, prior to receipt by such Party of written notice of
termination in accordance with such request, until such Obligations
shall be finally and irrevocably paid in full.
2
8. Governing Law. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.
| AMERICAN HOME ASSURANCE COMPANY |
| By: | /s/ Xxxxxx X. Xxxxxxx |
|
|
| By: | /s/ Xxxxxxxxx X. Xxxx |
|
|
2
